Hanfeng Evergreen Announces Management Changes and Termination of Privatization
TORONTO, ONTARIO -- (Marketwired) -- 01/08/14 -- Hanfeng Evergreen
Inc. (TSX: HF) ("Hanfeng" or the "Corporation") announced today that
Xinduo Yu is no longer the President and Chief Executive Officer of
the Corporation or the legal representative of the Corporation's
wholly-owned subsidiaries, Hanfeng Slow-Release Fertilizer
(Heilongjiang) Co., Ltd ("Heilongjiang") and Hanfeng Slow-Release
Fertilizer (Jiangsu) Co., Ltd. ("Jiangsu"). He will continue as a
director of the Corporation. Niral Merchant will continue to serve in
his role as Chief Financial Officer of the Corporation and will
report directly to the Board of Directors.
The Corporation also announced today that it has terminated the
arrangement agreement (as amended, the "Arrangement Agreement") in
respect of the proposed privatization of the Corporation by Xinduo Yu
and 8310831 Canada Inc., a corporation wholly-owned by Xinduo Yu
(collectively, the "Purchaser"), which was previously entered into by
the Corporation on February 11, 2013 and approved by the
Corporation's shareholders at an annual and special meeting of the
Corporation's shareholders held on March 15, 2013. Pursuant to the
terms of Arrangement Agreement, the Corporation has claimed a reverse
break fee from the Purchaser in the amount of $750,000. No
contractual break fee is payable by the Corporation in connection
with the termination.
In connection with the Corporation's ongoing efforts to surface a
value-maximizing alternative, the Corporation is taking steps to
preserve, and where appropriate monetize, its working capital, while
continuing to explore potential partners and customers and strategic
alternatives. In furtherance of these objectives, the Corporation has
authorized the engagement of FTI Consulting Inc. ("FTI") as Interim
Manager to serve in a supervisory and monitoring role, including
designating a representative of FTI as a legal representative of
Heilongjiang and Jiangsu.
Hanfeng is in the preliminary stages of this complex process and will
provide updates as further information becomes available.
This press release contains forward-looking statements based on
current expectations, including but not limited to the Corporation's
plans, objectives and expectations and the exploration by the
Corporation of strategic alternatives. These forward-looking
statements entail various risks and uncertainties that could cause
actual results to differ materially from those reflected in these
forward-looking statements. Risks and uncertainties about the
Corporation's business are more fully discussed in the Corporation's
disclosure materials, including its annual information form and MD&A,
filed with the securities regulatory authorities in Canada.
Additional important factors that could cause actual results to
differ materially include, but are not limited to: the ability of the
Corporation to preserve or monetize its working capital; the ability
of the Corporation to appoint a representative of FTI as a legal
representative of Heilongjiang and Jiangsu; and the implementation of
any alternative transaction on acceptable terms. Readers are
cautioned that the foregoing list of important factors and
assumptions is not exhaustive. Forward-looking statements are not
guarantees of future performance. In light of the significant
uncertainties inherent in the forward-looking statements included
herein, any such forward-looking statements should not be regarded as
representations by the Corporation that its respective objectives or
plans will be achieved. Investors are cautioned not to place undue
reliance on any forward-looking statements contained herein.
Forward-looking statements are provided for the purpose of providing
information about the Corporation's current expectations and plans
relating to the future. Readers are cautioned that such information
may not be appropriate for other purposes. In addition, these
forward-looking statements relate to the date on which they are made.
The Corporation expressly disclaims any intention or obligation to
update or revise any forward-looking statements or the foregoing list
of factors, whether as a result of new information, future events or
otherwise, except to the extent required by law.
About Hanfeng Evergreen Inc.
Hanfeng is a leading producer and supplier of value-added fertilizer
solutions in emerging markets. It is the largest producer of slow and
controlled release fertilizer in two of world's most significant
agricultural markets: the People's Republic of China and the Republic
of Indonesia. Hanfeng is headquartered in Toronto, Ontario and its
shares are traded on the Toronto Stock Exchange under the symbol HF.
Hanfeng Evergreen Inc.
Chairman of the Board of Directors
Spinnaker Capital Markets Inc.
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